Exhibit
10.7


 


AMENDED AND RESTATED LETTER OF
CREDIT AND


REIMBURSEMENT AGREEMENT AMENDMENT
NO. 2


 


This AMENDED AND RESTATED LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT AMENDMENT NO. 2, dated and effective as of August 10,
2004 (this “Amendment”), is by and among Arch
Reinsurance Ltd., Arch Reinsurance Company and Arch Insurance Company (the “Obligors”) and Fleet National Bank, as Agent and Issuing
Lender (“Fleet”), and Comerica Bank and
Barclays Bank (collectively with Fleet, the “Lenders”).


 


WHEREAS, the Obligors and the
Lenders are parties to an Amended and Restated Letter of Credit and
Reimbursement Agreement dated as of April 17, 2002 and Amended and Restated as
of August 12, 2003, as further amended by the Amended and Restated Letter of
Credit and Reimbursement Agreement Amendment No. 1 dated as of August 20, 2003
(as so amended and restated, the “Reimbursement Agreement”);
and


 


WHEREAS, the Obligors the
Lenders wish to amend the Reimbursement Agreement to extend the Facility
Termination Date as set forth below.


 


NOW
THEREFORE, the parties hereto agree as follows:


 


Section 1.               Defined
Terms.  Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to them in the
Reimbursement Agreement.


 


Section 2.               Amendment
to the Reimbursement Agreement. 
Effective as of the effective date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, the
Reimbursement Agreement is hereby amended as follows:


 


The definition of “Facility Termination Date” set
forth in Section 1.1 of the Reimbursement Agreement is deleted in its entirety
and the following is substituted in lieu thereof:


 


“Facility Termination
Date” means September 10, 2004.


 


Section 3.               Conditions
of Effectiveness.  This Amendment
shall become effective when, and only when, the Lenders shall have received a
counterpart of this Amendment executed by each of the parties hereto.  In addition, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Amendment shall be satisfactory in form and
substance to the Lenders and the Lenders shall have received any and all other
information and documents with respect to each Obligor which they may
reasonably request.


 


Section 4.               Representations
and Warranties of the Obligors.  Each
Obligor for itself represents as follows:


 


(a)           The
execution, delivery and performance by such Obligor of this Amendment has been
duly authorized by all necessary corporate action and does not and will not (i)
require any


 
















 


consent or approval of
such Obligor’s shareholders; (ii) violate any provisions of the Constituent
Documents of such Obligor; (iii) violate any provision of, or require any
filing, registration, consent or approval under, any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award presently in
effect having applicability to and binding upon such Obligor, except where such
violation or failure to file would not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise) of such
Obligor or the ability of such Obligor to perform its obligations with respect
to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in
a breach of, cause a lien to arise under, or constitute a default or require
any consent under, any note, indenture or loan or agreement or any other
agreement of such Obligor except where such breach, default or failure to
obtain consent or approval would not reasonably be expected to have a material
adverse effect on the condition (financial or otherwise) of such Obligor or the
ability of such Obligor to perform its obligations with respect to this
Amendment or the Reimbursement Agreement, as amended.


 


(b)           This
Amendment and the Reimbursement Agreement, as amended hereby, constitute the
legal, valid and binding obligations of such Obligor, enforceable against such
Obligor in accordance with their respective terms, except to the extent that
such enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors’ rights generally and by general principles of
equity.


 


(c)           The
representations and warranties contained in Article IV of the Reimbursement
Agreement (as amended by this Amendment) are true, correct and complete in all
material respects on and as of the date hereof as though made on and as of such
date.


 


(d)           No
Default or Event of Default as described in Article VI of the Reimbursement
Agreement has occurred and is continuing or will result from the signing of
this Amendment or the transactions contemplated hereby.


 


(e)           There
has been no material adverse change in the condition (financial or otherwise)
of such Obligor or the ability of each Obligor to perform its obligations with
respect to the Reimbursement Agreement as amended hereby since the date of the
last financial statements furnished to the Lenders.


 


Section 5.               Reference
to and Effect on the Reimbursement Agreement.


 


(a)           Upon
the effectiveness of this Amendment, each reference in the Reimbursement
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import shall mean and be a reference to the Reimbursement Agreement as amended
hereby.


 


(b)           Except
as specifically amended above, the Reimbursement Agreement shall remain in full
force and effect and is hereby ratified and confirmed.


 


(c)           Except
as expressly provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the


 


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Lenders under the
Reimbursement Agreement, nor constitute a waiver of any provision of the
Reimbursement Agreement.


 


Section 6.               Costs,
Expenses and Taxes.  The Lenders
agree that they will be solely responsible for any and all costs and expenses
incurred by the Lenders in connection with the preparation, execution and
delivery of this Amendment and any other instruments and documents to be
delivered hereunder.


 


Section 7.               Execution
in Counterparts.  This Amendment may
be executed in multiple counterparts, each of which shall be deemed to be an
original and all of which when taken together shall constitute but one and the
same instrument.


 


Section 8.               Governing
Law.  This Amendment, and the rights
and obligations of the parties hereunder, shall be governed by, and construed
in accordance with the laws of the State of Connecticut without giving effect
to the choice of law or conflicts of the law principles thereof.


 


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IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed and
delivered by their respective officers, as an instrument under seal, as of the
date first above written.


 


	
   

  	
  ARCH REINSURANCE LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janine Trench

  	
   

  
	
   

  	
   

  	
  Name: Janine Trench

  
	
   

  	
   

  	
  Title: Controller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARCH REINSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry E. Golub

  	
   

  
	
   

  	
   

  	
  Name: Barry E. Golub

  
	
   

  	
   

  	
  Title: Treasurer & Controller

  
	
   

  	
   

  	
   

  
	
   

  	
  ARCH INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ramin Taraz

  	
   

  
	
   

  	
   

  	
  Name: Ramin Taraz

  
	
   

  	
   

  	
  Title: Controller

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK, as Agent and Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra Basler

  	
   

  
	
   

  	
   

  	
  Name: Debra Basler

  
	
   

  	
   

  	
  Title: Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dru Steinly

  	
   

  
	
   

  	
   

  	
  Name: Dru Steinly

  
	
   

  	
   

  	
  Title: International Banking Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Askey

  	
   

  
	
   

  	
  Name: Richard Askey

  
	
   

  	
  Title: Relationship Manager

  



 


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